Sample Business Contracts

Indemnification Agreement - Inc.

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                                  FORM OF

                         INDEMNIFICATION AGREEMENT

          This INDEMNIFICATION AGREEMENT, dated July __, 1998, is made by
and among, inc., (the "Company"), on the one hand, and
________________ (the "Individual"), on the other hand.

          For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as

          1. Indemnification

          (a) The Company shall indemnify and hold harmless the Individual
to the fullest extent permitted by law against any judgments, fines,
amounts paid in settlement, and expenses (including attorneys' fees and
disbursements) incurred in connection with, or in any way arising out of,
any claim, action or proceeding (whether civil or criminal) against, or
affecting, the Individual resulting from, relating to or in any way arising
out of, (i) the Individual's current position as an officer, director,
trustee, partner or any other position with any entity, employee benefit
plan or other enterprise that Individual serves at the request of the
Company (including, without limitation, those positions set forth on Annex
A hereto) or (ii) any such future positions that the Individual serves at
the request of the Company. This indemnification shall be in addition to,
and not in lieu of, any other indemnification that the Individual shall be
entitled to pursuant to the Second Amended and Restated Certificate of
Incorporation, By-Laws or other applicable governance document of the
Company or otherwise under applicable law.

          (b) The Individual shall provide notice to the Company of any
action or proceeding that would give rise to a claim for indemnification
hereunder (an "Action") and of his or her intention to make a claim for
indemnification hereunder; provided, however, that no delay or failure on
the part of the Individual in notifying the Company shall relieve the
Company from any obligation hereunder unless and solely to the extent the
Company is materially and adversely prejudiced thereby. Upon request by the
Individual, the Company shall pay all fees and expenses and other costs
incurred by the Individual by reason of his or her participation in the
Action in advance of the final disposition of the Action.

          2. Separate Counsel

          With respect to any Action, the Company will be entitled (a) to
participate therein at its own expense and (b) to assume the defense,
jointly with any other indemnifying party, with counsel satisfactory to the
Individual; provided, however, that the Company will not be entitled to
assume the defense if the Individual shall have concluded that there may be
a conflict of interest between the Company and such Individual with respect
to such Action. After the Company has so assumed such defense in accordance
with this Paragraph 2, the Company will not be liable to the Individual for
any fees and expenses of counsel subsequently incurred by the Individual.
The Individual shall have the right to employ his or her own counsel in an
Action, but the fees and expenses of such counsel shall be at the expense
of such Individual.

          3. Settlement

          The Company shall not be liable hereunder for any settlement of
any Action effected without its prior written consent (which consent may
not be unreasonably withheld). The Company shall not settle any Action
without the Individual's prior written consent, unless the proposed
settlement only involves the payment of money damages, does not impose an
injunction or other equitable relief upon the Individual, does not admit to
any wrongdoing by the Individual and results in the unconditional release
of the Individual with respect to all claims for which indemnification is

          4. Severability

          If any clause, paragraph or provision of this Agreement or the
application thereof to any person or situation to any extent shall be held
illegal, invalid or unenforceable under present or future law, then in that
event, it is the intention of the parties hereto that the remainder of this
Agreement shall not be affected thereby and that such clause, paragraph or
provision be reformed by them so as to be legal, valid and enforceable.

          5. Governing Law

          This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.

          6. Counterparts
          This Agreement may be executed in one or more counterparts each
of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto duly execute this
Indemnification Agreement as of the date first above written.

                                          THEGLOBE.COM, INC.



                                ANNEX A